Conduent Code of Business Conduct - Doing Business Ethically and with Integrity
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Conduent Code of Business Conduct Doing Business Ethically and with Integrity
Conduent Code of Business Conduct 2
A Message From
Cliff Skelton
At Conduent, we touch millions of lives every day as If you have questions about proper ethical conduct,
we deliver mission-critical services and solutions on talk with your manager. If you suspect a violation of
behalf of businesses and governments. The quality of our Code of Business Conduct, report your concern
our solutions and services reflects our commitment to immediately to the Conduent Ethics Helpline at
the highest standards of ethical business conduct. We www.conduent.com/ethicshelpline. Every report to
are committed to conducting our operations our Ethics Helpline is taken seriously and handled in a
responsibly and in compliance with laws and confidential manner. At Conduent, we do not tolerate
regulations. any form of retaliation against any associate who, in
good faith, reports or participates in the investigation
The Conduent Code of Business Conduct, of a suspected violation of our Code.
together with our core values, serves as a guide to
sound decision-making and responsible outcomes. Simply put, we must always do the right thing.
Our success as a company depends on our
collective and unwavering commitment to our
Cliff Skelton
Code of Business Conduct and core values.
President and Chief Executive Officer
Conduent, Inc.
Conduent Code of Business Conduct 3
Conduent’s Core Values
Conduent’s six core values are among the most Drive client success. Communicate with purpose.
important contributors to our success as a company.
Our clients are at the center of everything we do. Proactive and effective two-way communication
They are central to everything we do, they represent
We are committed to delivering exceptional outcomes is essential to build trust, resilience and clarity
the beliefs we hold as an organization, and they are
to our clients and their end users. We believe every around our company’s goals and objectives. Our
foundational to our Code of Business Conduct —
interaction and every touchpoint is an opportunity to communications are candid, timely and transparent,
shaping our every business decision and relationship.
delight and demonstrate value. enabling us to mitigate risk and plan ahead.
Deliver with quality and personal Be a good teammate.
accountability. Teamwork and collaboration are the hallmarks of
We strive to deliver the highest quality in every our culture. We support each other across business
aspect of our business – from how we handle a groups and functions, collaborate to solve problems,
customer call for service to transitioning to a new data and lead with honesty and respect. We put the team
center. Whether it’s for an external client or an internal first, ensuring that we all win together.
business partner, we deliver with quality, while also
taking personal accountability, to ensure we’re the best Be Conduent proud and act with
we can be. humility.
We are proud of our work and our company,
Be open and inclusive. yet always respectful and humble. We strive to
We believe good ideas can come from anywhere constantly grow and learn by openly reflecting on our
and diverse perspectives contribute to better own performance first. We actively listen to feedback
decisions and outcomes for our associates, clients from all stakeholders to improve our services and our
and communities. Combined with a safe and inclusive organization.
environment and opportunities to grow, we strive to
make Conduent a great place to work for all associates.
Conduent Code of Business Conduct 4
Table of
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Contents
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2 A Message From Cliff Skelton 10 Our Reputation 16 Our Shareholders
3 Conduent’s Core Values 10 Revenue Recognition 16 Insider Trading and Insider Information
10 Side Letters 16 Safeguarding and Use of Assets
5 Purpose and Scope of Code
10 Gifts and Entertainment 16 Representing Conduent to the Public
6 Principles Guiding Our Business Decisions and Investment Community
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11 Paragraph heading.
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Expectations for Compliance
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6 Directors and Finance Personnel 12 Our Work
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7 Reporting a Concern and Obtaining
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Guidance 13
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7 No Retaliation 13 Conflicts of Interest 17 Contact with Government Agencies,
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Alcohol and Drug
Lobbying and Political Contributions
8 Our Legal Boundaries and Framework purto verear mel vim idque pericula
14 Information Systems 18 International Trade Controls
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8 Fraud, Bribery and Improper Payments
14 Corporate Records 18 Additional Resources
8 Money Laundering • W
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Limits of Authority
9 Public Sector Customers
15 Our Clients
9 U.S. Government Customers
15 Safeguarding Customer Information
9 Fair Competition and Trade Practices
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Conduent Code of Business Conduct 5
Code of Business Conduct
Purpose and Scope of Code
The purpose of this Code of Business Conduct (Code) The Code applies to all Conduent employees and We are a global company and must conduct all our
is to ensure that all Company business is conducted those who do business on Conduent’s behalf, business activities in compliance with our Code,
with the highest standards of integrity and in including agents, representatives and independent policies, standards, guidelines and procedures as
compliance with all applicable laws and regulations. contractors. Our policies and procedures provide well as with the laws and regulations of the countries
This Code is designed to help you align your actions more detailed information on how we do business where we do business. Our Code is designed to meet
and decisions with our operating principles and legally and with integrity. It is important that you or exceed existing legal and compliance requirements.
business ethics policies, which extend beyond mere take the time to become familiar with the policies If legal and compliance requirements are found to
compliance and include conduct impacting the and procedures that affect you because you will be be less than what is required by our Code and our
Company’s reputation, workplace, and stakeholders. held responsible for knowing the Company policies policies, you should always take the higher ground
It is intended to help you recognize ethics and that apply to your job and the work that you perform. and follow our Code and our policies. If following our
compliance issues before they arise and to deal The Company enforces compliance with this Code Code or compliance requirements conflicts with local
appropriately with issues that occur. It is much more and all Company policies and procedures through laws and regulations, please contact the Ethics Office
than words written on paper. It embodies the guiding appropriate disciplinary action, up to and including by filing a report with the Conduent Ethics Helpline.
principles and sets the tone for how we do business termination of employment and legal action. If you
every day. have any questions about your obligations under our
Code or about our policy or legal obligations, you
should seek guidance from your local management,
Human Resources, the Law Department and/or the
Ethics Office.
Conduent Code of Business Conduct 6
Principles Guiding Our Business Expectations for Compliance
Decisions We each have an individual responsibility to live up to Managers and supervisors should also focus on
The principles included in the Code address two main the highest ethical standards of business conduct. building a culture of integrity and compliance through
areas - compliance and ethical conduct. Compliance Failure to live up to our values and compliance their hiring and promotion decisions. Ethical character
means following applicable laws, regulations, standards will result in disciplinary action, which could and behavior should be a key consideration in hiring
and Company policies that govern our business include termination. and promotion decisions. Promotions are a privilege
worldwide. that is only extended to those who exemplify
Managers and Supervisors Conduent behaviors and values in a manner
Ethical behavior is harder to define. In essence, it consistent with this Code.
Conduent managers and supervisors have a special
means performing your job in a responsible way, duty to foster a culture of integrity and compliance
Directors and Finance Personnel
conducting yourself properly, and using common and are expected to exemplify the highest standards
sense. Qualities like honesty, trustworthiness, of ethical business conduct. Members of our Board of Directors are subject to
integrity, dependability, respect, and citizenship are a separate Board of Director’s Code of Conduct,
the hallmarks of ethical behavior. These qualities, It is imperative that managers and supervisors serve which creates additional obligations based on
along with compliance with applicable law, form as role models for integrity and compliance in all of their responsibilities as Board members. Similarly,
the framework for conducting Conduent’s business their interactions. Managers and supervisors should our financial personnel are subject to a separate
around the globe. assist their direct reports in understanding applicable Conduent Finance Code of Conduct.
laws and Company requirements and cultivate an
This Code provides guideposts for employee conduct environment where employees feel comfortable
aligned with the principles of compliance and ethical raising questions and concerns without fear of
conduct. retaliation. When ethical concerns are raised to them,
managers and supervisors are obligated to respond to
These principles are intended to guide the way we such concerns in a professional and timely manner
operate and make business decisions every day. and report matters to the Ethics Office as required by
The Code is not intended to be a compilation of this Code.
policies or an exhaustive list of legal and compliance
requirements. Use your common sense, take the high
road, and don’t be afraid to seek our guidance if you
are not sure what action you should take. If you are
uncertain whether an activity could be a violation
of the Code, you should consult your supervisor.
Alternatively, the Ethics Helpline, (844) 330-0221,
is always available for you to ask questions or raise
concerns.
Conduent Code of Business Conduct 7
Reporting a Concern and
Obtaining Guidance
Ethical breaches and non-compliance must be The Ethics Helpline is available globally 24 hours a All complaints, whether or not reported anonymously,
reported promptly. You should only report concerns day, 7 days a week via toll-free telephone numbers and will be handled in a confidential manner, with
or suspected violations if you are doing so in good a Web-enabled reporting tool. We have contracted disclosure limited to the extent necessary to conduct
faith. Abuse of the Ethics Helpline or another with a vendor that specializes in helpline reporting to a full investigation of the allegations, to carry out
reporting process to intentionally harass someone or in-take and manage reports made via the Helpline and appropriate disciplinary or corrective actions, and to
to knowingly provide false information will not be the Web-reporting tool. The vendor’s call specialists meet any legal requirements.
tolerated. We offer a variety of channels for document reports made via the toll-free telephone
employees, suppliers and customers to receive numbers and transmit the reports to the Ethics Office Nothing in this Code prohibits individuals from
guidance regarding ethics and compliance issues and for appropriate action. reporting possible violations of a federal or state law
to report suspected ethical violations. These channels or regulation to any governmental agency or entity, or
include the Ethics Helpline, Internet reporting and If you report a concern or violation, you will be participating in any proceedings or investigations with
mailing address: encouraged to provide as much accurate and relevant the federal, state or local government agency or entity
information as possible to facilitate a thorough responsible for enforcing these laws. Individuals are
Conduent Global Ethics Helpline investigation or suitable response. Gaps or errors not required to notify the Company about any such
Web Reporting Tool: in the initial information reported may delay or reports or disclosures.
www.conduent.com/ethicshelpline negatively impact the intake process, case assignment
and/or the investigation process. No Retaliation
United States and Canada
Conduent Ethics Helpline: Whether you identify yourself or not when you make
Our Ethics Helpline reporting tools provide
844-330-0221 a report, each inquiry is treated in a confidential
a mechanism by which reporting parties and
manner, and a closed-loop process ensures you will be
investigators may engage in ongoing communications,
All other countries: informed of the overall outcome of the investigation.
in your local language, while maintaining your
Please check www.conduent.com/ethics for the Reporting suspected violations of our policies, Code
confidentiality.
most current list of country dialing options. or other processes benefits the Company and uplifts
the expected behavior of all employees. Any form
If you choose to remain anonymous, our ability to
Mailing Address: of retaliation against any employee who, in good
investigate the matter may be hampered, and we may
Conduent Incorporated Business Ethics & faith, reports or participates in the investigation of a
not be able to fully address your concerns.
Compliance Office 100 Campus Drive, Suite 200 suspected violation is strictly prohibited and will not
Florham Park, NJ 07932 U.S.A. be tolerated.Conduent Code of Business Conduct 8
Our Legal Boundaries and Framework
It is Conduent’s policy and practice to conduct its Our policy goes beyond these laws by prohibiting Money Laundering
business in accordance with all applicable laws and improper payments in all of our activities, with
We only do business with reputable customers who
regulations. By adhering to legal requirements, governments, international agencies and in the
are involved in legitimate business activities and
we protect our employees, clients, shareholders, private sector. Conduent policy requires proper
whose funds are derived from legitimate sources.
reputation, environment and future. accounting for all financial transactions, including
People involved in criminal activity, including
payment of commissions, fees and gratuities, as well
terrorism, may try to hide the proceeds of their
Fraud, Bribery and Improper Payments as proper record keeping.
crimes or to make these proceeds appear legitimate
We take a zero-tolerance approach to all forms of by laundering them through a legitimate business.
We maintain a system of internal controls to ensure
fraud, bribery and corruption, including bribery of Many countries have laws that prohibit accepting or
that all such transactions are properly and fully
commercial and government officials and any other processing the proceeds of criminal activities. Our
recorded, and that our records reasonably and fairly
forms of corruption. We never offer anything of value Company can be severely damaged if we fail to detect
reflect these transactions.
to obtain an improper advantage in selling products customer relationships and transactions that place
and services, conducting financial transactions or us at risk. If you become suspicious or have questions
In response to these laws and as directed by internal
representing our Company interests to governmental about money laundering, immediately raise your
policies, Conduent has established a comprehensive
authorities or international agencies like the United concerns and questions to your management and to
anti-bribery compliance program. This program
Nations. All countries prohibit the bribery of their own the Ethics Office or the Law Department. You should
addresses compliance with anti-bribery laws through
public officials, and many also prohibit the bribery of resolve any concerns before proceeding further.
corporate level policies and procedures, expense
officials of other countries.
review, due diligence of third parties, training of
targeted employees, and other related actions.Conduent Code of Business Conduct 9
Public Sector Customers This type of exchange is commonly known as a Examples of false claims include billing for services not
“kickback.” If you suspect that a kickback involving covered by the contract and billing for labor before
We understand and comply with public sector
Conduent has occurred, you should report it to the services have been provided. Violations of the False
contracting and procurement laws. The public sector
Ethics Helpline immediately. Claims Act may result in serious criminal and civil
includes governments and government-owned
penalties. If you suspect a violation of the False Claims
entities, even if they are only partially owned by a
When Conduent is pursuing a business opportunity Act, it should be reported immediately to the Ethics
government. Legal requirements related to public
with the U.S. Government, employees must be Helpline.
sector customers specify business practices that
aware that the Procurement Integrity Act imposes
vary significantly from the way we do business with
certain restrictions on employee conduct once the Fair Competition and Trade Practices
commercial customers. In general, we never offer
procurement process has begun. Procurement begins
employment to any public official involved in the Fair competition laws prohibit agreements with any
when a public official initiates a buying decision, and
purchasing process. Similarly, we never directly competitor to raise prices or reduce output. Fair
this may be even before a solicitation is made public.
or indirectly offer gifts, entertainment, bribes or competition issues are complex and may arise in
When the procurement process has begun, Conduent
improper payments to public officials. The applicable dealings with customers, suppliers or competitors.
employees may not:
laws for doing business with public sector customers Violations of fair competition laws can result in
vary by country. If you work with public sector 1. offer employment or business opportunities to serious civil and criminal charges and penalties both
customers, you are responsible for knowing these procurement officials; for the Company and individuals.
legal requirements and their impact on your work. 2. offer gratuities to procurement officials; or
3. request source selection information. We avoid contacts with competitors that could
create even the appearance of improper agreements,
U.S. Government Customers “Source selection information” is data not otherwise whether the contact is in person, by telephone or
available to the public and used by procurement through e-mail. We use care in our communications
When Conduent contracts with the U.S. Government,
officials in making procurement decisions, such as: to avoid statements that could be misconstrued to
additional legal requirements apply to Conduent
competitor data or internal government analysis indicate an intent to act in an anti-competitive way.
and to its employees, agents and subcontractors
reports. Violations of the Procurement Integrity Act The exchange of benchmarking information with
involved in the performance of those contracts. If
may carry serious criminal and civil penalties both for competitors can also create serious legal issues. We
you work in this area, you are responsible for knowing
the individual(s) involved and for the Company. do not acquire commercial information by dishonest
and complying with these legal requirements and
Finally, doing business with the U.S. Government or unethical methods. In addition, if we receive
reporting occurrences when legal requirements may
requires us to be aware of and comply with the questionable information from an outside party about
have been violated.
False Claims Act. Under that Act, it is illegal to a competitor, we do not examine the information
knowingly and willfully falsify information to the U.S. without first contacting the Law Department. While
We do not give U.S. Government employees any
Government, conceal a significant fact, and/ or make the exchange of best practices with competitors is
item of value, whether it’s tangible or intangible. In
false, fictitious or fraudulent claims. For purposes generally permissible, proprietary information like
addition, we do not offer or give anything of value
of the False Claims Act, a claim includes requesting future pricing plans should never be shared with
to the U.S. Government in exchange for favorable
payment or approval from the U.S. Government, as competitors.
treatment between prime and subcontractors.
well as making statements to the U.S. Government.Conduent Code of Business Conduct 10
Our Reputation
We are committed to act in a manner that withstands Gifts and Entertainment The appropriate manager must approve the
public scrutiny and will not harm our reputation. giving of a gift or payment of business expenses
The propriety of giving or receiving employment-
Exerting unreasonable pressure or coercion for certain (provided it does not violate a customer’s own policy)
related gifts depends on the value and intent of the
business or accounting results is always unacceptable to any person who has business dealings with the
gift. We define gifts broadly to include tangible items
as are any efforts to circumvent required review, Company. Stricter standards, where required by
and cash or cash equivalents as well as favors, special
approval and control processes. law or deemed appropriate by group management,
considerations, gratuities and discounts. The only
may be necessary for certain organizations,
Revenue Recognition acceptable purpose of gifts and entertainment is to
such as Purchasing, or for specific employee job
create goodwill or strengthen business relationships.
Revenue is recognized consistent with Conduent classifications.
You, or members of your immediate family, may
accounting policies and accounting principles
only accept or receive an employment-related gift
generally accepted in the United States of America
if it complies with our policies and comfortably falls
(U.S. GAAP). All employees are responsible for
within the range of common business courtesies.
reporting financial data accurately and in accordance
Gifts that make the recipient feel obligated to repay
with Company policy and U.S. GAAP. Any deviation
the favor by doing business with the giver are always
from such policies and principles constitute a violation
improper. We will not extend a gift or entertainment
of our Code. Any questions regarding the foregoing or
to customers if doing so would violate their own
revenue recognition standards should be directed to
policies. Gifts and entertainment may never be lavish,
the Chief Accounting Officer for the Company.
unusual or extravagant. Under no circumstances
should you give or accept cash or cash equivalents,
Side Letters
such as gift certificates or gift cards, regardless of the
Side letters are strictly prohibited and are a violation amount, from anyone who has business dealings with
of our Code for which severe consequences, including Conduent.
termination, are possible. Passive acceptance or
knowledge of such letters will likewise be considered Local business units are authorized to establish limits
a violation. Side letters refer to any agreement or on the monetary value of gifts according to local
correspondence between Conduent and a customer, geographic customs. Our employees are accountable
supplier or partner, which modifies or amends any of for knowing the monetary limits for gifts that apply
the terms and conditions specified in the applicable to their business units. You must let your manager
contract, agreement or purchase order and are know if you receive any gift from a vendor, supplier,
prepared outside or apart from a business unit’s customer or competitor, regardless of its value.
standard process and procedures for contract/order
amendments.Conduent Code of Business Conduct 11
Supplier Relationships
We base our vendor and supplier relationships on the supplier’s level of service/reliability. However,
the fundamental principles of fairness, honesty since customer relationships are vital to Conduent’s
and mutual respect. We endeavor to honor our success, purchasing decisions may, where appropriate,
commitments and follow through on our promises give consideration to customer relationships as
and agreements with vendors and suppliers. We do a favorable factor, among others. Purchasing
business with vendors and suppliers that have high personnel should seek management consideration
standards of conduct. We expect our vendors and and consultation with the Law Department in these
suppliers to adhere to ethical and legal requirements situations.
in their business dealings with their employees, their
local communities and Conduent. Protection of Intellectual Property and
Copyrighted Material
Before entering into any contract, we seek assistance
Among our most valuable assets is our Conduent
from the Purchasing organization and ensure we
intellectual property – patents, trade secrets,
follow purchasing and approval authority policies. We
trademarks, copyrights, design rights, know-how and
make all purchasing decisions in the best interests of
other proprietary information. We are accountable for
our Company and not on personal considerations.
establishing, protecting, maintaining, and defending
Requiring and/or agreeing to mandatory reciprocal
Conduent rights in all commercially significant
trading are contrary to Conduent business practices.
intellectual property and original works of authorship
It is against Conduent policy to enter into a business
and to use those rights in responsible ways. We
relationship with a customer that requires Conduent
respect the valid, exclusive, intellectual property
to purchase the customer’s products or services as a
rights or copyrighted materials of third parties.
contractual condition for the customer to purchase
Conduent products or services. Likewise, purchasing
decisions should not be made predicated on the
condition that the supplier agrees to use Conduent
products or services. Sourcing decisions should
generally be made on the basis of quality, price andConduent Code of Business Conduct 12
Our Work Place
We consider it a business necessity to build, celebrate No Discrimination or Harassment
and nurture a corporate culture that is inclusive
Each of us plays an important role in ensuring
and provides equal opportunities to all. We treat all
that our fellow employees are treated with dignity
people, internally and externally, with dignity and
and respect. As an equal opportunity employer,
respect. We conduct our communications among
we do not discriminate in recruitment, selection,
all levels of our employees in an open and honest
compensation, training, job assignment, promotion,
manner, subject to legal and competitive restraints.
termination or any other employment related activity
U.S. employees who have work-related concerns may
with respect to a person’s race, color, religion, sex,
employ the Open Door Internal Escalation Process to
pregnancy (including childbirth, lactation and related
fairly resolve their concerns. The process is designed
medical conditions), national origin, age, physical
to assist employees who feel that established
and mental disability, use of a guide dog or service
Company policies and practices have been violated or
animal, marital status, sexual orientation, gender
have not been consistently applied, or who have other
identity, gender expression, genetic information
serious work-related concerns.
(including characteristics and testing), military and
veteran status, or any other characteristic protected
by applicable law. We do not tolerate harassment,
bullying, retaliation or unlawful discrimination of any
kind. Making unwelcome sexual advances toward
or otherwise harassing or bullying any employee,
customer or supplier is never acceptable. Likewise,
jokes or displays that disparage specific groups (e.g.,
nationality or religion) are also never acceptable. Our
decisions about people must be fair, free of bias and
based on facts.Conduent Code of Business Conduct 13
Diversity Conflicts of Interest Alcohol and Drug Free
At Conduent, diversity is seen as a competitive We carry out our duties and responsibilities in a fair, Conduent is committed to providing a safe and
advantage that goes beyond differences of any objective manner. We make business decisions in the productive work environment to enable employees
kind and embraces other characteristics, such as best interest of our Company, free from personal or to reach their full potential. We prohibit the illegal use
divergent thinking and different work styles. Diversity external influences. Conflicts of interest can occur (including possession, distribution, manufacture or
makes us stronger because it allows us to take anytime your personal interests might benefit from transfer) or being under the influence of controlled
full advantage of a global workforce that is rich in your actions or influence as a Conduent employee. substances or alcohol on our property and in
experience, knowledge and creativity. Many of our Outside business interests with our vendors, Company-owned or leased vehicles or in any vehicle
accomplishments as a company originate from teams suppliers, customers or competitors are a particular for which the Company provides an allowance or
of diverse individuals who complement one another cause of concern. Having outside business interests reimbursement for business use. This prohibition also
by representing different perspectives and who work that interfere with your obligation to devote your time applies to any other work sites where employees may
as one to achieve our strategic goals. and attention to your job responsibilities or behaving be assigned during work hours.
in a manner that reflects adversely on Conduent can
Our focus on diversity extends to our employees as result in a conflict of interest.
well as our suppliers. In this context, diversity breeds
creativity and innovation and it is instrumental to Employees are obligated to disclose any outside
our success. Just like employees, our customers, business interests that they, or their immediate family
suppliers, vendors and agents are treated with dignity members, have to their manager. It is important to
and respect. We are accountable for displaying disclose relevant facts before you, or your immediate
behaviors that support our inclusive culture, including family members, become involved in or acquires a
monitoring our assumptions and behaviors around financial interest in an outside business and to take
others, acknowledging and valuing each of our any actions the Company requires to resolve any
contributions and creating a team atmosphere. identified potential or actual conflict of interest.Conduent Code of Business Conduct 14
Information Systems Corporate Records Limits of Authority
We provide electronic information systems to Accurately and honestly preparing Corporate The Company fulfills its legal and regulatory
employees to perform their assigned job duties and Records, including expense reports, time reporting obligations to control access to and use of its funds
achieve business objectives (appropriate use). Systems and financial statements, is a business and legal and assets through the establishment of the Approval
include hardware, software, media or network, necessity. We classify, use and handle Corporate Matrix, which sets specific limits on the levels of
including non-Conduent owned devices used to Records in accordance with Conduent policies. We authority entrusted to employees to transact business
originate, store, process, display, print, or transmit take our obligation to maintain Corporate Records on behalf of the Company. We conform our business
Conduent Information in electronic form. Our for operational, legal, financial, historical and other activities to the terms of the Company’s established
information systems may only be used for purposes purposes seriously and take appropriate steps to limits of authority set forth in the Approval Matrix.
that effectively and efficiently support Conduent ensure that the content, context and structure of
businesses. Casual personal use is permitted but only our records are reliable and authentic. We manage
if it has minor impact (limited frequency, duration records consistent with the retention and destruction
and volume) on computer and network resources and guidelines applicable to our functions. We preserve
does not impact employee productivity. pertinent records after having received legal notice of
a pending or threatened lawsuit. Corporate Records,
Inappropriate use includes the transmission of both electronic and hard copy, receive the same
Conduent classified, sensitive personal information consideration regardless of their format.
to unauthorized individuals or unsecured locations,
creating or transmitting chain letters, non-business
related video/audio material or any information
that contributes to an unproductive workplace, use
in excess of granted authority, or creating, storing,
viewing or transmitting pornography or other
graphics that are offensive or would otherwise violate
Conduent policies or applicable laws. Employees
who misuse information systems may have their
access denied or restricted and may also be subject to
disciplinary action, up to and including termination.Conduent Code of Business Conduct 15
Our Clients
We set high expectations for ourselves. Delivering Safeguarding Customer Information Sales and Marketing Activities
high quality services and solutions is vital to our
We respect and are committed to safeguarding We provide accurate and appropriate information
reputation and success. It’s what we expect of
the confidentiality, data privacy and security of to our customers so that they may make informed
ourselves, and it’s what our customers expect
information that our customers have entrusted to decisions. We do not tolerate misrepresentation,
from us. We are resolved to conduct our business
us, including confidential information, personally fraud or deliberate omission of pertinent information
in a responsible manner and to hold ourselves
identifiable information, proprietary information in our sales or marketing activities. We honor our
accountable for our actions, words, decisions and
and trade secrets. We exercise appropriate care at all commitments and follow through on our promises,
work product. We know our future depends on it.
times to prevent unauthorized disclosure and use of agreements and obligations.
customer information. We take our responsibilities
for customer confidentiality, data privacy and security
seriously and implement appropriate safeguards for
the use and handling of this information in accordance
with our information security and privacy policies and
in accordance with all applicable laws.Conduent Code of Business Conduct 16
Our Shareholders
Insider Trading and Insider Information Officers and directors, by virtue of their position in Representing Conduent to the Public and
the Company, are subject to more restrictive policies Investment Community
We handle insider information appropriately and
and laws relating specifically to them. Corporate-
lawfully. Insider information is defined generally as The goal of Corporate Communications is to ensure
level officers and members of Conduent’s Board of
material, non-public information. Material information consistency – to speak to the public with one voice.
Directors may buy and sell the Company’s securities
is information that is important enough to affect Corporate Communications routinely works with
only during predetermined window periods. In
an investor’s decision to buy, sell or hold securities. broadcast and print reporters to ensure that reporters
addition, all such officers and Board members are
Our employees, their immediate family and anyone have the right information to create accurate stories.
required to contact the General Counsel or the SEC
living in the same home are considered insiders under We are accountable for contacting Corporate
Group Counsel before engaging in any transaction.
Conduent policy. As such, you may not engage in Communications for approval before committing to
speculative trading of Conduent securities, including a speech, interview, article, customer endorsement,
Safeguarding and Use of Assets
Conduent common stock, debentures or notes. You press release or other published or broadcast
should buy Conduent stock for investment purposes Each of us is accountable for safeguarding all statement that references Conduent for external
only, generally holding the stock for at least six Company and client assets entrusted to us from loss, audiences.
months. theft, waste, misappropriation or infringement and
for using them to advance the interests of Conduent. We comply with the U.S. Securities and Exchange
Conduent policy and securities laws provide We are accountable for classifying, protecting, and Commission Fair Disclosures Rules and other laws
for additional rules for insiders who have actual handling Conduent, customer and other third-party governing the disclosure of material information
knowledge of market-sensitive information about the information in accordance with applicable law, to the investment community. We do not respond
Company that has not been disclosed to the public. Conduent policy and contractual terms. We have an to questions from members of the investment
Examples of market-sensitive information include affirmative duty to immediately report the theft, loss community, but rather we refer them to Corporate
financial performance, acquisitions, divestitures, or misappropriation of any Conduent or customer Communications.
significant new products or technologies, changes assets, including financial assets, physical assets,
in dividends and lawsuits. Information is considered information assets and electronic assets.
market- sensitive if it would be important to a
reasonable investor in deciding whether to buy,
hold or sell securities. If you have market-sensitive
information, you must not purchase or sell Conduent
securities. The words purchase and sell include any
transaction that deals indirectly with the Company’s
securities. Additionally, you must not reveal market
sensitive information to other individuals, either inside
or outside the Company.Conduent Code of Business Conduct 17
Our Societal Responsibilities
We are more than a company – we are members of violation of this anti-human trafficking policy, whether Health and Safety
the communities where our businesses reside and by a Conduent employee, subcontractor or agent,
We inspect and maintain workplaces to prevent
where our customers, employees, suppliers and must be promptly reported to a manager, the Ethics
unacceptable risks in our facilities and deliver
investors make their homes. Our employees are active Helpline or the Law Department. Employees aware of
services in a safe manner. We develop and maintain
participants in the communities where they live and potential human trafficking violations also may
emergency preparedness programs and comply with
work. Our Company sponsors various community- contact the Global Human Trafficking Hotline directly
all government regulations and Conduent standards.
focused events that provide an opportunity to enrich at 1-844-888-3733 or help@befree.org.
Conduent employees are responsible for reporting
the lives of our employees and our communities.
Environmental Stewardship injuries and unsafe work practices or conditions as
soon as they become known.
Human Rights
We are committed to protecting the environment,
Our commitment to behaving responsibly as a good health, safety and sustainability of employees, Contact with Government Agencies, Lobbying
corporate citizen is accomplished by running our customers, suppliers, and communities where we do and Political Contributions
global business with great respect for human rights. business.
As a corporate citizen, Conduent takes positions on
We are guided by the United Nations Universal
Our protection of the environment and the health and matters of public policy that could have a significant
Declaration of Human Rights.
safety of our employees, customers, and neighbors impact on our Company and its global operations.
from unacceptable risks is a priority. We conduct our Government Relations monitors public policy
Our support for these principles is embedded in
operations in a manner that safeguards health, developments that could have a significant impact
our Code, in our position on labor relations, in
protects the environment, conserves valuable on our global operations. Government Relations
our employment practices, in our relationships
materials and resources and minimizes risk of asset encourages employees to help identify these issues
with suppliers and in how we build our business in
losses. and assist in the development of the Company’s
emerging markets. We inspect for compliance through
position. Government Relations must approve any
our management processes including operations
We are committed to designing, distributing and public policy statement on behalf of Conduent. In
reviews, risk management and internal audit systems
marketing products and services to optimize resource the U.S., Government Relations also coordinates all
and supplier assessments.
utilization and minimize environmental impact. All of contact with government agencies and legislative
our operations and services must, at a minimum, be in groups on behalf of the Company.
Human Trafficking
full compliance with applicable governmental
Consistent with the principles of the United Nations requirements and Conduent standards.
Universal Declaration of Human Rights and federal
law prohibiting human trafficking, we are committed
to freely chosen labor and support efforts to eradicate
human trafficking. Information regarding a potentialConduent Code of Business Conduct 18
Contact with Government Agencies, Lobbying International Trade Controls Additional Resources
and Political Contributions Cont.
Many countries regulate international trade Policies - Conduent has many policies that relate to
All contacts with governments, legislatures or transactions – imports, exports and international and govern how you do your job. A compilation of
multinational bodies, such as the European Union financial transactions – for national security many of these policies is accessible at the Policies
or World Trade Organization, must be cleared with and foreign policy purposes. Conduent follows page on Conduent’s intranet.
the individual designated by local management and applicable international trade control regulations
the Law Department. Government Relations must Questions and Answers (Q&A)
regarding licensing, shipping documentation, import
be notified in advance of any planned actions and is documentation, reporting and record-retention Conduent Ethics Helpline:
the only organization that has the authority to retain requirements in all countries in which it conducts www.conduent.com/ethicshelpline
and direct lobbying consultants to advise or represent business. Website:
Conduent in any federal, state or local public policy
www.conduent.com/ethics
matter. Only Government Relations is authorized to In some cases, these restrictions apply to financial Internal Website:
make political contributions on behalf of Conduent transactions as well as to international trade in goods, Ethics Office home page
through the Conduent Political Action Committee technology, software and services. In addition, the
(CPAC). U.S. prohibits any cooperation with boycotts against
either countries friendly to the U.S. or firms that may
Under no circumstances are you to contribute to be blacklisted by certain groups or countries.
or participate in political campaign fundraising or
campaigning activities while at work. Prohibited We are committed to complying with global export
activities include using Company assets, such as laws. We obtain proper government approvals before
facilities, office supplies, e-mail, fax machines and exporting, selling or transferring controlled products,
photocopiers. Furthermore, senior managers and software and technical data. The Company has an
directors of the Company may be limited by local established corporate-wide export compliance
law as to their own personal activities relative to program.
campaigning for political candidates and fundraising.
They should consult with Government Relations
before participating in any political activities,
including those conducted away from work.About Conduent Conduent delivers mission-critical services and solutions on behalf of businesses and governments – creating exceptional outcomes for its clients and the millions of people who count on them. Through people, process and technology, Conduent solutions and services automate processes, improve efficiencies, reduce costs and enable revenue growth. It’s why most Fortune 100 companies and over 500 government entities depend on Conduent every day to manage their essential interactions and move their operations forward. Conduent’s differentiated services and solutions improve experiences for millions of people every day, including two-thirds of all insured patients in the U.S., 11 million employees who use its HR Services, and nearly nine million people who travel through toll systems daily. Conduent’s solutions deliver exceptional outcomes for its clients including $16 billion in medical bill savings, up to 40% efficiency increase in HR operations, and up to 40% improvement in processing costs, while driving higher end-user satisfaction. Learn more at www.conduent.com ©2021 Conduent, Inc. All rights reserved. Conduent and Conduent Agile Star are trademarks of Conduent, Inc. and/or its subsidiaries in the United States and/or other countries. BRBR2761
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